As filed with the Securities and Exchange Commission on February 25, 1997
Securities Act File No. 33-54655
Investment Company Act File No. 811-07203
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
AMENDMENT NO. 1
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
(Name of Issuer)
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
(Name of Person(s) Filing Statement)
Shares of Common Stock, Par Value $0.10 per share
(Title of Class of Securities)
59020H 10 4
(CUSIP Number of Class of Securities)
Arthur Zeikel
Merrill Lynch Municipal Strategy Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-2800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
Copies to:
Thomas R. Smith, Jr., Esq. Philip L. Kirstein, Esq.
Brown & Wood LLP Merrill Lynch Asset Management
One World Trade Center P.O. Box 9011
New York, New York 10048-0557 Princeton, New Jersey 08543-9011
January 17, 1997
(Date Tender Offer First Published
Sent or Given to Security Holders)
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4
of Merrill Lynch Municipal Strategy Fund, Inc. (the "Fund") relating to an
offer to purchase (the "Offer") 1,000,000 of the Fund's shares of common
stock, par value $0.10 per share (the "Shares") and originally filed with the
Securities and Exchange Commission on January 17, 1997 constitutes the final
amendment pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of
1934 and General Instruction D of Schedule 13E-4.
The Offer terminated at 12:00 midnight, New York time, on February 14,
1997 (the "Expiration Date"). Pursuant to the Offer, 117,483.161 Shares were
tendered, all of which were accepted by the Fund for repurchase at a net
asset value of $10.42 per share, as determined as of the close of the New
York Stock Exchange on the Expiration Date, for an aggregate purchase price
of $1,224,174.54.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
February 25, 1997 By /s/ Terry K. Glenn
-----------------------------------------
(Terry K. Glenn,
Executive Vice President)
